Summary

  • AFRINIC’s draft Constitution correctly removes the present blanket exclusion of Mauritian nationals from the CEO job, but replaces that visible rule with a Board judgment that has no candidate procedure written into Article 17.3.
  • Reasonableness, good faith, company-law duties and a promised conflict policy are meaningful constraints; they are not substitutes for an evidentiary record, notice, response, recusal, written reasons and urgent review.

The clock on AFRINIC’s second constitutional consultation stopped at 23:59 UTC on 21 August. The most consequential clock in proposed Article 17.3 never appears at all: how quickly, on what evidence and through what review a person may be disqualified from becoming chief executive.

That distinction matters because the draft is not yet an adopted Constitution. AFRINIC’s consultation page says the Bylaws Review Committee may revise the text after considering comments. Independent external legal review, Board approval and consideration by members at a Special General Members Meeting remain future steps. There is still time to keep the reform and repair its machinery.

The reform itself is real. The operative Bylaws make nationals of AFRINIC’s host country ineligible for appointment as CEO. Because the headquarters is in Mauritius, nationality works as an automatic exclusion of Mauritian candidates. The official draft removes that test. Qualified Mauritians would enter a merit-based field instead of being rejected by birthplace or citizenship. Nationality is a poor proxy for independence, and its deletion should survive the review.

But the replacement changes where power sits. Under the proposed text, a person is ineligible when the Board, acting reasonably and in good faith, determines that an actual conflict of interest—or another circumstance reasonably likely to cause material impairment—would prevent independent and effective performance. The old rule is crude but observable. The new rule requires directors to classify facts, assess likelihood and decide what counts as material impairment.

Article 17.3 does not say what evidence must support that decision. It does not guarantee that the candidate will be told the allegation, allowed to answer it or shown written reasons. It sets no proof threshold, decision deadline or internal appeal. Nor does it expressly require a director with a relationship to the candidate or a rival to disclose that interest and step out of the decision.

This is more than drafting tidiness. An eligibility veto operates before appointment—before a CEO acquires institutional independence, executive authority or access to records. If directors alone possess the underlying information, members may see only a result. Words such as “reasonably” and “good faith” can matter in later litigation, but an after-the-fact court challenge is slower and more expensive than a contemporaneous record and prompt internal review. Procedure decides whether a substantive standard can be audited.

The strongest defence of the proposal deserves to be stated in full. The power is not textually unlimited. The Board must act reasonably and in good faith, and the impairment must meet a materiality and likelihood test. Proposed Article 19.13 also instructs the Board to establish and review a company-wide conflict-of-interest policy addressing identification, disclosure, assessment, management and mitigation.

Sections 143 and 145 of the Mauritius Companies Act impose real duties of good faith, proper purpose, care and appropriate inquiry. Confidentiality may be necessary for references, employment information, personal data or sensitive allegations. And the text is still a draft.

Those points support a bounded process; they do not make one unnecessary. Article 19.13 promises a general policy, not a guaranteed adjudication path for a CEO candidate. Company law governs directors’ conduct but does not itself give the candidate notice, an answer right, recusal, redacted reasons or an internal appeal under Article 17.3. Confidentiality can protect particulars while the Constitution still fixes the minimum steps.

AFRINIC’s own history shows that detail is practicable. Its 2019 recruitment account described an external recruiter, six shortlisted applicants, three finalists, two-hour interviews, individual scorecards, explanations and rankings, a consolidated report containing scores and an external observer. One director declared a nationality-linked conflict and recused from a candidate’s interview. The record does not prove that process was flawless. It does prove that scoring, observed procedure, recorded reasoning and recusal are operational choices, not theoretical burdens.

The omission is especially striking because the draft’s own rationale for Article 17 discusses the boundary between management and the Board, remuneration, written delegation, acting-CEO arrangements, continuity and legal certainty. It does not explain why the nationality bar is being replaced, why the Board should hold the new eligibility gate, or how that gate should be used. A reform that changes the selector needs a rationale for the selection power, not only for the office being filled.

This is not an abstract vacancy. AFRINIC said in November 2025 that the CEO role had been empty since November 2022 and that a five-director search committee, constituted with the Receiver’s consent, would oversee a formal search. AFRINIC’s committees page still lists a CEO Search Committee. There is no evidence that a candidate has been rejected under the draft, and the proposal cannot yet be used. The institutional need nevertheless makes the design choice immediate rather than academic.

The identity of the decision-maker is also contested. AFRINIC presents the post-September-2025 directors as its Board. Its March 2026 update acknowledged proceedings seeking to invalidate those appointments and said judgment on discharge of the Receiver was awaited; AFRINIC’s case tracker has listed governance proceedings as ongoing. NRS, in its AGMM alert, calls the group the “Purported Board” and argues that its lawful authority remains unestablished. That is NRS’s formal position, not a reported court finding. It makes reviewable procedure more—not less—important while institutional authority remains disputed.

The repair is straightforward. Keep the nationality repeal. Define categories of disqualifying conflict; require disclosure and decision-maker recusal; give the candidate the evidence and a fair opportunity to respond; require written reasons with narrow, lawful redactions; impose a short decision timetable; and provide urgent review by a body independent of the original decision. The result would be repeal plus due process, rather than a return to discrimination or an unrecorded veto.

Once one candidate is removed and another chief executive is appointed, a later correction cannot recreate the selection round. It may not restore the excluded person’s opportunity or members’ confidence that access to office was equal. AFRINIC can avoid that irreversible loss while the text is still open to repair.

Sources